Entire section

Annex 2

Proposed amendments to AIFC Rules

Chapter Number/Section

Number


Current version


Proposed version

AIFC Companies Rules

PART 4: PRIVATE COMPANIES AND PUBLIC COMPANIES


4.1. Registers of Directors and Secretary

4.1. Registers of Directors and Secretary


4.1.1. The Register of Directors kept by a Company under section 90 (Register of Directors and Secretaries) of the AIFC Companies Regulations must contain the required particulars of each Person who is or has been a Director of the Company and be kept in alphabetical order of the names.


4.1.2. The Register of Secretaries, if applicable, kept by a Company under section 90 of the AIFC

Companies Regulations must contain the required particulars of each Person who is or has been

a Secretary of the Company, and be kept in alphabetical order of the names.

4.1. Registers of Directors and Secretary


4.1.1.The Register of Directors kept by a Company or the Register kept by the Registrar for Private Companies under section 90 (Register of Directors and Secretaries) of the AIFC Companies Regulations must contain the required particulars of each Person who is or has been a Director of the Company and be kept in alphabetical order of the names.


4.1.2. The Register of Secretaries, if applicable, kept by a Company or the Register kept by the Registrar for Private Companies under section 90 of the AIFC Companies Regulations must contain the required particulars of each Person who is or has been

a Secretary of the Company, and be kept in alphabetical order of the names.

4.2.3

4.2.3.If a Company evidences title to Shares without a Written instrument:

(a) an entry relating to a Person in the Register of Shareholders maintained by the Company under section 52 (Register of Shareholders) of the AIFC Companies Regulations is evidence of the following:

(i) the Person being a Shareholder of the Company;

(ii)the number of Shares held by the Person;

(iii)if the Company has 2 or more classes of issued Shares—the class, or classes, of Shares held by the Person and the number of shares of that class, or each of those classes, held by the Person;

(iv)the date the Person became a Shareholder; and

4.2.3. If a Company evidences title to Shares without a Written instrument:

(a) an entry relating to a Person in the Register of Shareholders maintained by the Company or by the Registrar for Private Companies under section 52 (Register of Shareholders) of the AIFC Companies Regulations is evidence of the following:

(i) the Person being a Shareholder of the Company;

(ii)the number of Shares held by the Person;

(iii)if the Company has 2 or more classes of issued Shares—the class, or classes,

of Shares held by the Person and the number of shares of that class, or each of those classes, held by the Person;

(iv)the date the Person became a Shareholder; and

(b) a transfer of Shares in the Company must take place in accordance with:

(i) if the Company’s Shares are admitted to a register of listed securities—the



(b) a transfer of Shares in the Company must take place in accordance with:

(i) if the Company’s Shares are admitted to a register of listed securities—the

rules of the relevant exchange and clearing house; and

(ii)in any other case—the Company’s Articles of Association.

rules of the relevant exchange and clearing house; and

(ii) in any other case—the Company’s Articles of Association.

4.2.4

4.2.4. No notice of any trust, express, implied or constructive, is to be taken in account of by a Company or entered on the Register of Shareholders maintained by a Company under section 52 (Register of Shareholders) of the AIFC Companies Regulations.

4.2.4. No notice of any trust, express, implied or constructive, is to be taken in account of by a Company or entered on the Register of Shareholders maintained by a Company or by the Registrar for Private Companies under section 52 (Register of Shareholders) of the AIFC Companies Regulations.

AIFC Companies Rules Schedule 3


62

179-4

(8)

Requirements relating to Ultimate Beneficial Ownership Register

10,000



62

179-4 (8)

or (21)

Requirements relating to Ultimate Beneficial Ownership Register

10,000



64

179-7(2)

Register of

Nominee Directors

10,000



64

179-7(2) or

(15)

Register of Nominee Directors

10,000


















Chapter Number/Section

Number


Current version


Proposed version

AIFC General Partnership Rules

Section 2.4

2.4.     Register of partners of General Partnership

2.4.     Register of partners of General Partnership



The partners of a General Partnership must keep, at the registered office of the partnership in the AIFC, a register showing the following particulars for each Person who is or has been a partner, and kept in alphabetical order of their names:

2.4.1. The partners of a General Partnership must keep, at the registered office of the partnership in the AIFC, unless the Register is kept by the Registrar under subrule (2.4.2), a register showing the following particulars for each Person who is or has been a partner, and kept in alphabetical order of their names:


(a)       the partner’s full name;

(a)       the partner’s full name;


(b)if the partner has a former name (including, for an individual, any former given or family)—the former name or, if the partner has 2 or more former names, each former name;

(c)the partner’s date and place of birth, incorporation, formation or registration, as the case may

be;

(b)if the partner has a former name (including, for an individual, any former given or family)—the former name or, if the partner has 2 or more former names, each former name;

(c)the partner’s date and place of birth, incorporation, formation or registration, as the case may be;

(d)the partner’s address or, if the partner has 2 or more addresses, each address;


(d)the partner’s address or, if the partner has 2 or more addresses, each address;

(e)if the partner has had a former address within the last 5 years—the address or, if the partner has had 2 or more former addresses within that period, each former address;

(e)if the partner has had a former address within the last 5 years—the address or, if the partner has had 2 or more former addresses within that period, each former address;

(f)the date the partner was registered as a partner;

(g)if relevant, the date the partner ceased to be registered as a partner.


(f)the date the partner was registered as a partner;

(g)if relevant, the date the partner ceased to be registered as a partner.


2.4.2. A General Partnership may make an election to keep information on the Register kept by the Registrar.


2.4.3. An election may be made under this rule by:



(a) the applicant wishing to incorporate a General Partnership under the Regulations; or



(b) the General Partnership itself once it is incorporated.



2.4.4. In subrule 2.4.3(b), the election is of no effect, without prior agreement of all the Partners of the General Partnership to the making of the election.




2.4.5. An election under this rule is made by giving notice of election to the Registrar.

2.4.6. If the notice is given by Persons wishing to register a General Partnership:

(a) it must be given together with the application for registration under section 12 (AIFC General Partnership Regulations); and


(b) it must be accompanied by a statement containing all the information under subrule 2.4.1.


2.4.7. If the notice is given by the General Partnership, it must be accompaniedby:


(a) a statement by the General Partnership that all the Partners of the General Partnership have assented to the making of the election; and


(b) a statement containing all the information that is required under subrule 2.4.1 to be contained in the General Partnership's register of Partners as at the date of the notice in respect of matters that are current as at that date.


2.4.8. An election made under subrule 2.4.2 takes effect when the notice of election is registered by the Registrar.



2.4.9. The election remains in force until either:


(a) the General Partnership ceases to be a General Partnership; or


(b) a notice of withdrawal sent by the General Partnership under subrule 2.4.13 is registered by the Registrar, whichever occurs first.


2.4.10. A General Partnership must continue to keep a register of Partners in accordance with subrule 2.4.1 containing all the information that was required to be stated in that Register as at the time immediately before the election took effect, but the General Partnership does not have to update that Register to reflect any changes that occur after that time.


2.4.11. The date to be recorded in the Register kept by the Registrar is to be the date on which the document containing that information is registered by the Registrar.


2.4.12. A General Partnership must deliver to the Registrar any information under subrule 2.4.1 that the General Partnership would during the period

when an election under subrule 2.4.2 is in force,




have been obliged under these regulations to enter in its register of Partners, as soon as reasonably practicable but within 14 days.


2.4.13. A General Partnership may by giving notice of withdrawal to the Registrar withdraw an election made by or in respect of it under subrule 2.4.2.


(b) the withdrawal takes effect when the notice is registered by the Registrar;


(b) the effect of withdrawal is that the General Partnership's obligation under subrule 2.4.1 to maintain a register of Partners applies from then on with respect to the period going forward.

(c) the General Partnership must place a note in its register of Partners —

(i) stating that the election under subrule (2.4.2.) has been withdrawn,

(ii)recording when that withdrawal took effect, and

(iii)indicating that information about its Partners relating to the period when the election was in force that is no longer current is available for public inspection on the register kept by the Registrar.

Chapter

Number/Section Number


Current version


Proposed version

AIFC Limited Liability Partnership Rules

Section 2.6.

2.6.Register of members of Limited Liability Partnership

A Limited Liability Partnership mustkeep, at its registered office, a register showing the following particulars for each Person who is or has been a member (including a Designated Member) of the partnership (the member), and kept in alphabetical order of their names:

(a)the member’s full name;

(b)if the member has a former name (including, for an individual, any former given or family name)— the former name or, if the member has 2 or more former names, each former name;

(c)the member’s date and place of birth, incorporation, formation or registration, as the case may be;

2.6.Register of members of Limited Liability Partnership

2.6.1. A Limited Liability Partnership must keep, at its registered office, unless the Register is kept by the Registrar under subrule (2.6.2), a register showing the following particulars for each Person who is or has been a member (including a Designated Member) of the partnership (the member), and kept in alphabetical order of their names:

(a)the member’s full name;

(b)if the member has a former name (including, for an individual, any former given or family name)— the former name or, if the member has 2 or more former names, each former name;

(c)the member’s date and place of

birth, incorporation, formation or registration, as the case may be;



(d)the member’s address or, if the member has 2 or more addresses, each address;

(e)if the member has had a former address withinthe last 5 years— the address or, if the member has had 2 or more former addresses within that period, each former address;

(f)the date the member became a member;

(g)if relevant, the date the member ceased to be a member;

(h)whether the member is or has been a Designated Member;

(i)if the member is or has been a Designated Member—the date (or each of the dates) when the member became a Designated Member and, if relevant, the date (or each of the dates) when the member ceased to be a Designated Member.

(d)the member’s address or, if the member has 2 or more addresses, each address;

(e)if the member has had a former address within the last 5 years— the address or, if the memberhas had 2 or more former addresses within that period, each former address;

(f)the date the member became a member;

(g)if relevant, the date the member ceased to be a member;

(h)whether the member is or has been a Designated Member;

(i)if the member is or has been a Designated Member—the date (or each of the dates) when the member became a Designated Member and, if relevant, the date (or each of the dates) when the member ceased to be a Designated Member.

2.6.2. A Limited Liability Partnership may make an election to keep information on the Register kept by the Registrar.


2.6.3. An election may be made under this rule by:

(a) the applicant wishing to incorporate a Limited Liability Partnership under the Regulations; or

(b) the Limited Liability Partnership itself once it is incorporated.

2.6.4. In subrule 2.6.3(b), the election is of no effect, without prior agreement of all the Members of the Limited Liability Partnership to the making of theelection.


2.6.5. An election under this rule is made by giving notice of election to the Registrar.

2.6.6. If the notice is given by Persons wishing to register a Limited Liability Partnership:

(a) it must be given together with the application for registration under section 10 (AIFC Limited Liability Partnership Regulations); and


(b) it must be accompanied by a statement containing all the information under subrule 2.6.1.


2.6.7. If the notice is given by the Limited Liability Partnership, it must be accompanied by:




(a) a statement by the Limited Liability Partnership that all the Members of the Limited Liability Partnership have assented to the making of the election; and


(b) a statement containing all the information that is required under subrule 2.6.1 to be contained in the Limited Liability Partnership's register of Members as at the date of the notice in respect of matters that are current as at that date.


2.6.8. An election made under subrule 2.6.2 takes effect when the notice of election is registered by the Registrar.



2.6.9. The election remains in force until either:


(a) the Limited Liability Partnership ceases to be a General Partnership; or


(b) a notice of withdrawal sent by the Limited Liability Partnership under subrule 2.6.13 is registered by the Registrar, whichever occurs first.


2.6.10. A Limited Liability Partnership must continue to keep a register of Members in accordance with subrule 2.6.1 containing all the information that was required to be stated in that Register as at the time immediately before the election took effect, but the Limited Liability Partnership does not have to update that Register to reflect any changes that occur after that time.


2.4.11. The date to be recorded in the Register kept by the Registrar is to be the date on which the document containing that information is registered by the Registrar.


2.6.12. A Limited Liability Partnership must deliver to the Registrar any information under subrule 2.6.1 that the Limited Liability Partnership would during the period when an election under subrule 2.6.2 is in force, have been obliged under these regulations to enter in its register of Members, as soon as reasonably practicable but within 14 days.


2.6.13. A Limited Liability Partnership may by giving notice of withdrawal to the Registrar withdraw an election made by or in respect of it under subrule 2.6.2.


(a)the withdrawal takes effect when the notice is registered by the Registrar;




(b) the effect of withdrawal is that the Limited Liability Partnership's obligation under subrule 2.6.1 to maintain a register of Members applies from then on with respect to the period going forward.


(c) the Limited Liability Partnership must place a note in its register of Members—

(i) stating that the election under subrule (2.4.2.) has been withdrawn,

(ii)recording when that withdrawal took effect, and

(iii)indicating that information about its Members relating to the period when the election was in force that is no longer

current is available for public inspection on the register kept by the Registrar.

Chapter

Number/Section Number


Current version


Proposed version

AIFC Fees Rules

New section


2.5.  FEE FOR KEEPING INFROMATION ON THE REGISTER KEPT BY THE REGISTRAR


2.5.1. Person seeking to make election to keep information on the Register kept by the Registrar may be required to accompany by the filing fee prescribed by the Registrar from time to time.


2.5.2.Fee for keeping information on the Register kept by the Registrar specified in Schedule 7.

New Schedule


Schedule 7: FEES FOR KEEPING INFROMATION ON THE REGISTER KEPT BY THE REGISTRAR


At present, the AFSA does not intend to charge an fee for keeping information on the Register kept by the Registrar. Any such fee shall be

determined by the AFSA at a later date.